20180126Avista to Staff CUB_DR_002.docx

AVISTA CORP.
RESPONSE TO REQUEST FOR INFORMATION
JURISDICTION:OregonDATE PREPARED:10/09/2017
CASE NO.:UM 1897WITNESS:Scott Morris/Mark Thies
REQUESTER:CUBRESPONDER:Jennifer SmithTYPE:Data RequestDEPT:State & Federal Regulation
REQUEST NO.:CUB– 002(AVA)TELEPHONE:[phone]EMAIL:[e-mail]:
On Page 16 and 17 of Thies’ Testimony, the Company states, “Following the closing, Avista’s Board of Directors will have fewer non-employee members which will result in lower costs, i.e., more of the directors will be employees of either Avista or Hydro One, and will not receive compensation for their participation on the Avista Board.” Please list the number of non-employee members of the Avista Board before and after the merger. Additionally, provide the total annual compensation of each non-employee members of the Avista Board. RESPONSE:The Current Avista Board has 9 non-employee members. The Board will consist of 6 non-employee members after the merger (e.g., non-Avista or non-Hydro One employees).See CUB_DR_002(AVA) Attachment A for thetotal annual Avista Board compensation for 2016.The total annual retainer is $145,000 with $70,000 of the total retainer to be paid in stockeach year. Directors will have the option of taking the remaining $75,000 in cash, stock or a combination of both cash andstock. The committee chair retainers are as follows: the Compensation Committee Chair is $12,500, Audit Committee Chair is $15,000, Governance Committee Chair is $10,000, Environmental CommitteeChair is $10,000 and the Finance Committee Chair Retainer is $10,000.Each director is entitled to reimbursement of reasonable out-of-pocket expenses incurred in connection with meetings of theBoard or its committees and related activities, including director education courses and materials. These expenses includetravel to and from the meetings, as well as any expenses they incur while attending the meetings.